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SECTION 2 – THE CLASSES OF MEMBERSHIP,
             AND THE RIGHTS AND PRIVILEGES PERTAINING THERETO, ARE
                                        AS FOLLOWS:

                 3.2.1. Equity Membership. Equity Members are members who were voting Certificate of
            Membership  holders  prior  to  May  1,  2007,  the  effective  date  of  adoption  of  these  bylaws,  or
            individuals who became members after May 1, 2007, effective date of these bylaws, and paid all
            fees, including but not limited to Certificate of Membership and initiation fee, upon commencement
            of membership.

                 Such Member shall enjoy all rights and privileges accorded generally to all Members of the
            Club, except as otherwise limited in subparagraph (cd) hereunder regarding Non-resident members,
            and shall share proportionately with all other Voting Members then outstanding in the distribution of
            the  proceeds  of  the  net  assets  of  the  Club  upon  its  final  dissolution.  Such  members  shall  be
            exclusively entitled to hold office in the Club and vote on any Club issue including, but not limited
            to, the election of officers and the management and control of the Club's Facilities. Equity Members
            shall  be  designated  as  Voting  Members.  The  Board  of  Governors  may  establish  a  “Corporate
            Membership”  with  requirements as  set  forth  by  the  Board to allow  a  business  entity  to  join  with
            multiple  members  in  the  categories  set  forth  below.    A  member's  Equity  Membership  shall  be
            designated as one of the following:
                       (a) Athletic-Equity Membership. Such Members shall be entitled to the use of all
            facilities  of  the  Club,  including  the  Club's  athletic  and/or  recreational  facilities,  i.e.  golf  course,
            tennis courts, fitness center, pool, without incurring a usage fee.
                       (b) Social-Equity Membership. Such Members shall be entitled to the use of
            all facilities of the Club, but shall incur a usage fee each time they use the Club's athletic and/or
            recreational facilities, as defined above, which usage fee shall be determined by the Board.

                       (c) Dining-Equity Membership.  Such Members shall be entitled to the use of
            all dining facilities of the Club and shall have no other privileges for use of any otherincur a
            usage fee for each time they use the remaining facilities of the Club, which usage fee shall be
            determined by the Board.

                       (d) Non-Resident  Membership.  Such  memberships  are  available  to  persons
            residing outside the following counties: Berrien, Brooks, Cook, Echols, Lanier and Lowndes, in
            the State of Georgia, and Hamilton and Madison Counties in the State of Florida. The monthly
            dues for such non-resident Members and the daily usage fee for use of any of the recreational
            facilities as defined herein shall be as set by the Board of Governors. Such Members shall be
            entitled to the use of any of the Club's facilities, as defined herein, including dining facilities as
            set by the Board from time to time.



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